Pactiv accepts $234.34 million 6.4% notes in cash tender, consent bid

By Devika Patel

Knoxville, Tenn., Nov. 16 - Pactiv Corp. said holders tendered with consents $234,336,000 of its $250 million of 6.4% notes due Jan. 15, 2018 as part of the company's cash tender offer for any and all of the notes. Pactiv accepted all of these notes for payment on Tuesday and canceled the securities.

Holders of $385,000 of notes delivered consents to amend the terms of the notes without tendering their notes.

The company previously said on Oct. 19 that holders had tendered 93.36% of the notes by Oct. 18, the early tender/consent deadline.

The offer launched on Oct. 5 and expired at 12:01 a.m. ET on Nov. 16.

The company will pay $1,012.50 per $1,000 of notes, including an early tender premium of $10.00 as well as a consent fee of $2.50 for those who tendered by the early tender deadline.

Holders will also receive accrued interest.

The tender is being conducted in connection with the acquisition of the company by Reynolds Group Holdings Ltd. The offer is conditioned on the completion of the merger, which occurred Tuesday.

Pactiv shareholders received $33.25 in cash per share for a total purchase price of $4.6 billion. However, the transaction is valued at $6 billion.

Pactiv was seeking consents to amend the notes' indenture to eliminate the change-of-control covenants. The company received the consents it needed to institute the amendments by the early deadline, and it executed a new global note to eliminate the change-of-control covenants contained in the old note.

Credit Suisse Securities (USA) LLC (800 820-1653 or call collect 212 538-2147) was the dealer manager and solicitation agent for the tender and consent solicitation. D.F. King & Co., Inc. (800 714-3312 or call collect 212 269-5550) was the information agent.

Reynolds is a Chicago-based manufacturer and supplier of consumer food and beverage packaging and storage products. Pactiv is a Lake Forest, Ill.-based consumer and foodservice/food packaging company.

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